SecProbe.io

November 6 , 2013

Via E -mail
Kevin J. Jacobs
Executive Vice President and Chief Financial Officer
Hilton Worldwide Holdings Inc.
7930 Jones Branch Drive, Suite 1100
McLean, VA  22102

Re: Hilton Worldwide Holdings Inc.
  Amendment No. 1 to Registra tion Statement on Form S -1
  Filed October 18 , 2013
  File No. 333 -191110

Dear Mr. Jacobs:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Consolidated Financial Statements

Notes to Consolidated Financial Statements , page F -8

Note 2: Basis of Presentation and Summary of Significant Accounting Policies , page F -8

Revenue Recognition, page F -9

1. We have reviewed your response to comment 27.  Within your Management’s Discussion
and Analysis of Financial Condition and Results of Operations, please disclose that key
drivers  of operations  (i.e. occupancy and ADR)  affect all components of your owned and
leased hotel revenue consistently, incl uding your food and beverage sales.

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
November 6 , 2013
Page 2

 Self-Insurance, page F -16

2. We have reviewed yo ur response to comment 28 and your revised disclosure.  Please tell
us the amount of the changes in your reserves relating to insured events of prior fiscal
years for each year presented.  Unless apparent, p lease  tell us how management
determined that these amounts were not material  for disclosure.

Item 16. Exhibits and Financial Statement Schedules, page II -2

3. We note your response to comment 34  in which you indicate that you anticipate filing the
final certificate of incorporation and bylaws with a Current Report on Form 8 -K
following effectiveness.  Please refer to Item 601  of Regulation S -K and file the current,
executed, certificate of incorporation and bylaws prior to effectiveness.  To the extent
you anticipate filing an amended certificate of incorporation and bylaws in the future, you
may file these in the “form of” ve rsion in addition to the current, executed version.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in  the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the f act that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registrat ion statement.  Please allow

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
November 6 , 2013
Page 3

 adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jennifer Monick, Staff Accountant, at (202) 551 -3295  or Kevin Woody,
Accounting Branch Chief,  at (202) 551 -3629  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
(202) 551 -3758 or me at (202) 551 -3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom  Kluck
Legal Branch Chief
cc: Via E -mail
Joshua Ford Bonnie
 Simpson Thacher & Bartlett LLP

Kristin A. Campbell
 Hilton Worldwide Holdings Inc.